What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2026-03-12 compared with 2025-03-27 · 107 added, 101 removed, 224 unchanged (48% of the section changed)

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On March 3 , 2026, there were 144 holders of record of our common stock.

The Company announced the indefinite suspension of its quarterly cash dividend program in March 2023.

The declaration and payment of cash dividends, if any, is subject to the discretion of the Board of Directors.

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Past performance is no guarantee of future results.

We received dividends from our wholly owned subsidiary, BK Technologies, Inc., to fund past dividends to our stockholders.

Issuer Purchases of Equity Securities.

On December 21, 2021, the Company announced that the Board had authorized a share repurchase program which permits the Company to purchase up to an aggregate of $5 million of its common shares.

Repurchases may be made through a variety of methods, which could include open market purchases, accelerated share repurchase transactions, negotiated block transactions, Rule 10b5-1 plans, other transactions that may be structured through investment banking institutions or privately negotiated, or a combination of the foregoing.

The program does not have an expiration date.

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The authorization of the share repurchase program does not require BK to acquire any particular number of shares and repurchases may be suspended or terminated at any time at the Company’s discretion.

The Company has not purchased shares of our common stock under this program in 2024 and 2023.

The following table provides information about purchases made by us of our common stock for each month included in the fourth quarter of 2025:

ISSUER PURCHASES OF EQUITY SECURITIES

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Purchased as Part of

of Shares that May Still be

of Shares that May Yet be

Total Number of

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changes or advances in technology;

the success of our SaaS and Radio business lines and the products offered thereunder;

successful introduction of new products and technologies, including our ability to successfully develop and sell our anticipated SaaS products, and our new multiband radio product and other related products in the BKR Series product line;

the success of our Solutions and Radio product groups and the products offered thereunder;

successful introduction of new products and technologies, including our ability to successfully develop and sell our current and anticipated Solutions products, and our new multiband radio product and other related products in the BKR Series product line;

competition in the LMR industry;

general economic and business conditions, including high inflation and its impacts, high interest rates, labor and supply shortages and disruptions, federal, state and local government budget deficits and spending limitations, any impact from a prolonged shutdown of the U.S.

Government, the effects of natural disasters, changes in climate, severe weather events, geopolitical events, acts of war or terrorism, global health crises and other catastrophic events, as well as the broader impacts to financial markets and the global macroeconomic and geopolitical environments;

general economic and business conditions, including the impact of high inflation, fluctuating high interest rates, tariffs and other trade barriers and restrictions, labor and supply shortages and disruptions, federal, state and local government budget deficits and spending limitations, any impact from a prolonged shutdown of the U.S.

or global downturn or recession;

the availability, terms and deployment of capital;

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impact of rising health care costs;

our business with manufacturers located in other countries, including changes in the U.S.

Government and foreign governments’ trade and tariff policies;

our business with manufacturers located in other countries, including the effects of changes in the U.S.

Government and foreign governments’ trade and tariff policies, such as recent increases in tariffs by the U.S.

and the imposition of increased tariffs and other trade barriers and retaliatory measures by foreign governments;

our inventory and debt levels;

our ability to comply with the terms, including financial covenants, of our outstanding debt, including increasing fluctuating interest rates;

our ability to comply with the terms, including financial covenants, of our outstanding debt, including fluctuating interest rates;

protection of our intellectual property rights;

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risks related to being a holding company;

our ability to remediate the material weakness in our internal control over financial reporting;

and the effect on our stock price and ability to raise equity capital of future sales of shares of our common stock.

our ability to maintain effective internal control over financial reporting;

and the effect on our stock price and ability to raise capital through future sales of shares of our common stock or otherwise.

Although we believe that the plans, objectives, expectations and prospects reflected in or suggested by our forward-looking statements are reasonable, those statements involve risks, uncertainties and other factors, many of which are outside of our control, that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements, and we can give no assurance that our plans, objectives, expectations and prospects will be achieved.

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All operating activities described herein are undertaken by our operating subsidiary.

In business for over 70 years, BK operates two business units through its operating subsidiary, BK Technologies, Inc.:

Radio and SaaS.

The Radio business unit designs, manufactures and markets wireless communications products consisting of two-way land mobile radios (“LMRs”).

In business for over 70 years, BK operates two key product group offerings:

Radio and Solutions.

The Radio product group designs, manufactures and markets wireless communications products and related accessories consisting of two-way land mobile radios (“LMRs”).

Two-way LMRs can be radios that are hand-held (portable) or installed in vehicles (mobile).

Generally, BK Technologies-branded products serve government markets, including, but not limited to, emergency response, public safety, homeland security and military customers of federal, state and municipal government agencies, as well as various industrial and commercial enterprises.

We believe that our products and solutions provide superior value by offering a high specification, ruggedized, durable, reliable, feature rich, P25 compliant radio at a lower cost relative to comparable offerings.

The SaaS business unit focuses on delivering innovative, public safety smartphone applications which operate ubiquitously over public cellular networks.

Our BKRplay branded smartphone application offers multiple services designed to make the first responder safer and more efficient.

When tethered to our radios, the combined solution offers an enhanced user experience with a more unique capability which increases the sales reach of our radios.

As we move forward into 2025, we plan to expand the SaaS business unit to include public safety solutions that provide for improved interoperability, intended to make the first responder safer and more efficient when operating in the field.

We intend the new Solutions business to build a portfolio of solutions under a new brand, BK ONE.

BK ONE will include SaaS solutions such as InteropONE as well as other future software and hardware applications.

We believe that our products and solutions provide superior value by offering high specification, ruggedized, durable, reliable, feature rich, Project 25 (“P25”) compliant radio products at a lower cost relative to comparable offerings.

The Solutions product group focuses on delivering innovative products and smartphone applications which operate ubiquitously over public cellular networks.

Our BK ONE branded solutions are designed to provide advanced field applications that enhance situational awareness, decision-making and interagency coordination that enable the first responder to be safer and more efficient.

Our BK ONE portfolio provides law enforcement improved safety and productivity, fire incident first responders more situational awareness and EMS first responders with enhanced patient safety and advanced care measures.

When tethered to our radios, the combined solution offers an enhanced user experience with more unique capability which increases the sales reach of our radios.

We were incorporated under the laws of the State of Nevada on October 24, 1997.

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Our principal executive offices are located at 7100 Technology Drive, West Melbourne, Florida 32904 and our telephone number is (321) 984-1414.

The Company continues to monitor the impacts of various macroeconomic trends, such as inflationary pressure, changes in monetary policy, decreasing consumer confidence and spending, the introduction of or changes in tariffs or trade barriers, supply chain and labor disruptions, materials shortages, political and social unrest, geopolitical conflicts, and global or local recession.

Such changes in domestic and global macroeconomic conditions may lead to increased costs for the business.

Additionally, these macroeconomic trends could adversely affect the Company’s customers, which could impact their willingness to spend on the Company’s products and services, or their ability to make payments, which could harm the collection of accounts receivable and financial results.

The world’s financial markets remain susceptible to significant stresses, resulting in reductions in available credit and government spending, economic downturn or recession, foreign currency fluctuations and volatility in the valuations of securities generally.

As a result, the Company’s ability to access capital markets and other funding sources in the future may not be available on commercially reasonable terms, if at all.

The rapid development and fluidity of these situations precludes any prediction as to the ultimate impact they will have on the Company’s business, financial condition, results of operation and cash flows, which will depend largely on future developments

Customer demand and orders for our products were strong during 2024 and 2025.

Supply chain constraints limited our ability to manufacture the quantities needed to convert the orders into shipments and sales revenue in 2022 and were carried in backlog of $27.0 million as of December 31, 2022, that were fulfilled during 2023.

The increase in sales for the year ended December 31, 2025, was primarily attributed to sales of the BKR9000 portable LMR products to federal, state and municipal public safety agencies, some of which were new customers.

For 2025, sales grew approximately 12.5% to approximately $86.1 million, compared with $76.6 million for the prior year.

Gross profit margins as a percentage of sales in 2024 were 37.9%, compared with 30.0% for the prior year, generally reflecting efficiencies from the transition of production to East West Manufacturing, LLC and cost reduction efforts in 2023 and 2024.

Gross profit margins as a percentage of sales in 2025 were 48.8%, compared with 37.9% for the prior year, generally reflecting product sales mix for the BKR9000 Series radios and the full year impact of efficiencies from the transition of production to East West Manufacturing, LLC and cost reduction efforts in 2024.

Selling, general and administrative (“SG&A”) expenses for 2025 totaled approximately $26.0 million (30.2% of sales), compared with $21.2 million (27.7% of sales) last year.

We recognized an operating income of approximately $7.8 million in 2024, which was attributed primarily to increased gross margins related to the transition of production of our radio products to East West Manufacturing, LLC.

For the year 2023 we recognized an operating loss of approximately $0.8 million.

In 2024 we recognized other expenses, net totaling approximately $0.5 million, primarily attributed to net interest expense and net realized losses from our investment in FG Financial Holdings, LLC an entity related to the former Chairman of our Board of Directors.

This compares with other expense of $1.4 million last year, which was also primarily related to an unrealized loss from the previous investment in FG Financial Group, Inc.

and net interest expense.

For 2024 the pretax income totaled approximately $7.4 million, compared with a pretax loss of approximately $2.2 million for the year 2023.

We recognized a tax benefit of $1.0 million in 2024 and a tax expense $0.1 million in 2023.

The net income for 2024 totaled approximately $8.4 million ($2.35 per basic and $2.25 per diluted share), compared with net loss of approximately $2.2 million ($0.65 per basic and diluted share) for the year 2023.

We recognized an operating income of approximately $16.0 million in 2025, which was attributed primarily to increased gross margins related to the product mix and transition of production of our radio products to East West Manufacturing, LLC described above.

For the year ended December 31, 2024 we recognized an operating profit of approximately $7.8 million.

In 2025 we recognized other income, net totaling approximately $0.1 million, primarily attributed to net interest income somewhat offset by other net realized losses.

This compares with other expense of $0.5 million last year, which was primarily related to interest expenses and a realized loss from an investment in FG Financial Holdings, LLC (“FG Holdings LLC”).

For 2025 the pretax income totaled approximately $16.1 million, compared with a pretax income of approximately $7.4 million for 2024.

We recognized a tax expense of $2.6 million in 2025 and a tax benefit of $1.0 million in 2024.

The net income for 2025 totaled approximately $13.5 million ($3.69 per basic and $3.44 per diluted share), compared with net income of approximately $8.4 million ($2.35 per basic and $2.25 per diluted share) for 2024.

As of December 31, 2025, working capital totaled approximately $37.3 million, of which $30.0 million was comprised of cash, cash equivalents and trade receivables.

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Such increases in sales may cause quarterly variances in our cash flow from operations and overall financial condition.

The Company’s guidance reflects our current understanding of the potential impact of tariffs and the current administration’s efforts to reduce federal expenditures, and to the extent it can be calculated, the estimated amount of the impacts are included in current guidance.

Results of Operations

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Selling, general and administrative expenses

Other (expense) income, net

Income (loss) before income taxes

Other income (expense), net

Income before income taxes

Income tax benefit (expense)

Net income (loss)

Fiscal Year 2025 Compared with Fiscal Year 2024

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Customer demand and orders for our products were $80.1 million and $84.6 million in 2025 and 2024, respectively.

The increase in sales for the year ended December 31, 2024, was primarily attributed to sales of the BKR9000 portable LMR products to federal, state and municipal public safety agencies, some of which were new customers.

The BKR Series is envisioned as a comprehensive line of new products, which will include additional models in coming quarters and years.

The decrease in orders for the year ended December 31, 2025, was primarily attributed to a decrease in orders to wildland fire customers somewhat offset by an increase in orders for the BKR9000 portable LMR products to federal, state and municipal public safety agencies, some of which were new customers.

The BKR Series is envisioned as a comprehensive line of new products, which will include additional models in future years.

The timing of developing additional BKR Series products and bringing them to market could be impacted by various factors, including potential impacts related to our supply chain, labor shortages, wage pressures, high inflation, and other force majeure events.

BKR Series products, we believe, should increase our addressable market by expanding the number of federal and other public safety customers that may purchase our products.

We believe BKR Series products should increase our addressable market by expanding the number of federal and other public safety customers that may purchase our products.

However, the timing and size of orders from agencies at all levels can be unpredictable and subject to budgets, priorities, and other factors.

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We believe the BKR Series products, our expanded sales force, and our sales funnel, position us well to capture new sales opportunities moving forward.

The impacts of material shortages, lead-times, labor shortages, wage pressures, high inflation, the ongoing military conflicts in Ukraine and the Middle East and other geopolitical events in coming months and quarters is uncertain.

Such effects have adversely impacted and have the potential to adversely affect our future sales, operations, and financial results.

Cost of Products and Gross Profit Margin

Gross profit margins as a percentage of sales for 2024 were approximately 37.9%, compared with 30.0% for the year 2023.

Gross profit margins as a percentage of sales for 2025 were approximately 48.8%, compared with 37.9% for 2024.

Our cost of products and gross profit margins are primarily derived from material, labor and overhead costs, product mix, manufacturing volumes and pricing.

Gross profit margins for the year ended December 31, 2024, increased compared with the same period last year primarily due to efficiencies from the transition of production of our radio products to East West Manufacturing LLC, as well as sales mix and material cost improvements related to cost reduction efforts.

Gross profit margins for the year ended December 31, 2025, increased compared with last year primarily due to product sales mix and the full year impact of efficiencies from the transition of production of our radio products to East West Manufacturing LLC, as well as material cost improvements related to cost reduction efforts.

We utilize a combination of internal manufacturing capabilities and contract manufacturing relationships for production efficiencies and to manage material and labor costs.

While we anticipate continuing to do so in the future, we have increased and are continuing to increase our utilization of contract manufacturing resources, which provides increased flexibility for our production capacity to meet increased demand.

We completed the transition of our West Melbourne, Florida manufacturing activities to East West Manufacturing, LLC's facilities during the third quarter of 2024.

We completed the transition of our main manufacturing activities to East West Manufacturing, LLC's facilities during the third quarter of 2024.

We believe that our current manufacturing capabilities and contract relationships or comparable alternatives will continue to be available to us.

Although in the future we may encounter new product costs and competitive pricing pressures, the extent of their impact on gross margins, if any, is uncertain.

During the last three years, worldwide shortages of materials, including semiconductors and integrated circuits, have resulted in limited supplies and extended lead times for certain components used in our products.

While we have been able to procure the material necessary to manufacture our products and fulfill customer orders, there have been delays, extended lead times and increased costs within our supply chain that improved through fiscal year 2023 and had significantly less impact on our operations for 2024.

Worldwide shortages of materials, including semiconductors and integrated circuits, have resulted in limited supplies and extended lead times for certain components used in our products related to ongoing supply chain issues since 2021.

The impact on our operations of such shortages, or additional shortages that may surface, is uncertain, but could potentially impact our future sales, manufacturing operations and financial results.

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Engineering and product development expenses for 2025 totaled approximately $10.6 million (12.3% of sales), compared with approximately $7.8 million (10.2% of sales) for the prior year.

For 2024, the Company also capitalized approximately $1.3 million of costs related to the development of the all-band BKR9500 mobile radio.

For 2025, the Company also capitalized approximately $2.1 million of costs related to the development of the all-band BKR9500 mobile radio, compared to $1.3 million in 2024.

Engineering and product development expenses are primarily related to the continued design and development of BKR Series, a new line of portable and mobile radios.

These development activities are the main focus of our engineering team.

The precise date for developing and introducing new products is uncertain and can be impacted by, among other things, supply chain shortages and the potential economic effects of the conflicts in Ukraine and the Middle East in coming quarters.

Marketing and selling expenses for the year ended December 31, 2024, totaled approximately $6.2 million (8.1% of sales), compared with approximately $6.1 million (8.2% of sales) for the year 2023.

Marketing and selling expenses for 2024 remained consistent with 2023 levels reflecting steady staff-related and other sales and go-to-market expenses for 2024.

General and administrative expenses for the year ended December 31, 2024, totaled approximately $7.2 million (9.4% of sales), compared with approximately $7.6 million (10.3% of sales) for the year 2023.

The precise date for developing and introducing new products is uncertain and can be impacted by, among other things, supply chain shortages and the potential economic effects of changes in U.S.

trade legislation and regulations, including increased tariffs, and the imposition of governmental economic sanctions on countries in which we do business.

Marketing and selling expenses for the year ended December 31, 2025, totaled approximately $7.6 million (8.8% of sales), compared with approximately $6.2 million (8.1% of sales) for 2024.

Marketing and selling expenses for 2025 increased $1.4 million compared to 2024 levels reflecting increases in staff-related and marketing projects to promote and accelerate the adoption rate of the BKR9000.

General and administrative expenses for the year ended December 31, 2025, totaled approximately $7.9 million (9.2% of sales), compared with approximately $7.2 million (9.4% of sales) for 2024.

General and administrative expenses for 2025 were consistent with the prior year and were primarily attributed to corporate management and headquarters-related expenses.

A LMR general manager position was added mid-year 2025, to enhance the leadership of the daily operations.

Operating income

For the year ended December 31, 2024, our operating income totaled approximately $7.8 million (10.2% of sales), compared with operating loss of approximately $0.8 million (1.0% of sales), for the year 2023.

The improvement in operating income for the year is primarily attributed to increased gross margins, related to the transition of manufacturing production to East West Manufacturing LLC throughout the year 2024, as well as sales mix and material cost improvements related to cost reduction efforts.

Other (Expense) Income

Interest (Expense) Income

We recorded net interest expense of approximately $266,000 for the year ended December 31, 2024, compared with approximately $575,000 for the year 2023.

Net interest expenses were attributed primarily to outstanding debt on our credit facility, with the decrease in 2024 due to lower average debt balances and the full repayment of the credit facility in September 2024.

Gain/Loss on Investments

For the year ended December 31, 2024, we recognized a realized loss of approximately $91,000 on our investment in FG Financial Holdings, LLC compared with an unrealized loss on investments of approximately $740,000 for the year 2023.

For the year ended December 31, 2025, our operating income totaled approximately $16.0 million (18.6% of sales), compared with operating income of approximately $7.8 million (10.2% of sales), for 2024.

The improvement in operating income for the year was primarily attributed to increased gross margins, related to product sales mix, as well as the full year impact of the transition of manufacturing production to East West Manufacturing LLC throughout 2024 and material cost improvements related to cost reduction efforts.

Other Income (Expense)

Interest Income (Expense)

We recorded net interest income of approximately $265,000 for the year ended December 31, 2025, compared with net interest expense of approximately $266,000 for 2024.

Net interest income in 2025 was the result of increasing cash balances during 2025, compared to net interest expenses primarily attributed to the outstanding debt on our credit facility in 2024.

Loss on Investments

For the year ended December 31, 2024, we recognized a realized loss of approximately $91,000 on our investment in FG Holdings LLC.

On January 25, 2024, the Company redeemed its interests in FG Holdings LLC and withdrew from FG Holdings LLC and recorded a realized loss on the investment.

Income Tax (Expense) Benefit

We recorded $9 84,000 income tax benefit and $54,000 income tax expense for the years ended December 31, 2024 and 2023, respectively.

We recorded approximately $2.6 million income tax expense and $1.0 million income tax benefit for the years ended December 31, 2025 and 2024, respectively.

Our income tax provision is based on the effective tax rate for the year.

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As a result, we may experience fluctuations in the effective book tax rate (that is, tax expense divided by pre-tax book income) from period to period.

As of December 31, 2024, our net deferred tax assets totaled approximately $6.8 million and were primarily derived from capitalized research and development expenses and deferred revenue.

As of December 31, 2025, our net deferred tax assets totaled approximately $5.2 million compared to $6.8 million in 2024 and were primarily derived from capitalized research and development expenses and deferred revenue.

In order to fully utilize the net deferred tax assets, we will need to generate sufficient taxable income in future years.

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If we incur future losses, it may be necessary to record additional valuation allowance related to the deferred tax assets recognized as of December 31, 2025.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S.

The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework, and the restoration of favorable tax treatment for certain business provisions.

The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027.

The Company does not anticipate the bill will have a material impact on the financial statements.

Liquidity and Capital Resources

For the year ended December 31, 2025, net cash provided by operating activities totaled approximately $19.4 million, compared with cash provided by operating activities of approximately $12.8 million for the prior year.

Cash provided by operating activities for 2024 was primarily related to net income, a decrease in inventories, an increase in deferred revenues, an increase in accrued other expenses and other current liabilities and depreciation and amortization, which were partially offset by a decrease in accounts payable, increases in prepaid expenses and other current assets and capitalized product development costs.

For 2024, we had a net income of $8.4 million, compared with net loss of approximately $2.2 million for the prior year.

Net inventories decreased during the year ended December 31, 2024, by approximately $5.9 million, compared with an increase of approximately $2.4 million for the year 2023.

The decrease was primarily attributable to reductions in work in progress and raw materials related to the transition of production to East West Manufacturing, LLC.

Accounts payable for the year ended December 31, 2024, decreased approximately $3.5 million, compared with a decrease of approximately $3.1 million for the year 2023, primarily due to the reduction in purchases of materials for production in 2024.

Prepaid expenses and other current assets increased $3.0 million compared to an increase of $0.3 million for the year 2023.

The increase is primarily due to a contractual deposit payment to East West Manufacturing LLC as a result of the transition of the production of our products.

Capitalization of product development costs for 2024 were $1.3 million, related to the development of the BKR multi-band mobile product.

Accounts receivable decreased approximately $0.4 million during the year ended December 31, 2024, primarily attributed to increased collections compared to the prior year.

For the same period last year, accounts receivable decreased approximately $2.7 million.

Depreciation and amortization totaled approximately $1.7 million for the year ended December 31, 2024, compared with approximately $1.6 million for the year 2023.

Cash provided by operating activities for 2025 was primarily related to net income, depreciation and amortization and non-cash share-based compensation expense, which were partially offset by decreases in accounts payable and other accrued expenses and other current liabilities.

For 2025, we had a net income of $13.5 million, compared with net income of approximately $8.4 million for the prior year.

Accounts payable for the year ended December 31, 2025, decreased approximately $1.5 million, compared with a decrease of approximately $3.5 million for 2024, primarily due to the reduction in purchases of materials for production in 2025.

Non-cash share-based compensation was approximately $1.9 million for the year ended December 31, 2025, as compared to $0.8 million for the year ended December 31,2024.

The increase in 2025 was primarily due to Executive Long-Term Incentive agreements executed in July 2025 and Restricted Stock Units related to the BKR9000 radio product issued in 2023 that vested in August 2025.

Prepaid expenses and other current assets decreased $1.6 million for the year ended December 31, 2025 compared to an increase of $3.0 million for 2024.

The decrease in the year ended December 31, 2025, was primarily due to a reversal of a contractual deposit payment to East West Manufacturing LLC in the year ended December 31, 2024 as a result of the transition of the production of our products.

Net inventories decreased during the year ended December 31, 2025, by approximately $0.9 million, compared with a decrease of approximately $5.9 million for the year ended December 31, 2024.

The decrease in 2025 was primarily attributed to decreases in raw materials and work-in-process, somewhat offset by increases in finished goods.

The decrease in inventories in 2024 was primarily attributable to reductions in work in progress and raw materials related to the transition of production to East West Manufacturing, LLC.

Depreciation and amortization totaled approximately $1.8 million for the year ended December 31, 2025, compared with approximately $1.7 million for the year ended December 31, 2024.

Depreciation and amortization are primarily related to manufacturing and engineering equipment.

Cash used in investing activities for the year ended December 31, 2024, totaled approximately $1.2 million, primarily for manufacturing and engineering related equipment.

For the year 2023, cash used in investing activities totaled approximately $2.1 million, primarily for purchases of engineering and manufacturing related equipment.

Cash used in investing activities for the year ended December 31, 2025, totaled approximately $3.1 million, compared to $2.6 million for the year ended December 31, 2024.

Capitalization of software and systems integration costs for 2025 were $2.1 million compared to $1.3 million for the year ended December 31, 2024, related to the development of the BKR multi-band mobile product.

For 2025, cash used for purchases of property, plant and equipment totaled approximately $1.0 million compared to $1.2 million for 2024, primarily for purchases of engineering and manufacturing related equipment.

For the year ended December 31, 2025, cash of approximately $0.6 million was used in financing activities.

During the year, we received proceeds of approximately $46.4 million from the IPSA with Alterna Capital Solutions, LLC described below.

This was offset by credit facility repayments of $52.9 million and equipment loan repayments of approximately $71,000.

For the year 2023, we received proceeds of approximately $74.9 million from our IPSA revolving credit facility with Alterna Capital Solutions, LLC described below, that was partially offset by credit facility repayments of $74.4 million and note payable repayments of approximately $535,000.

On November 6, 2023, we entered into a Master Supply Agreement with East West Manufacturing, LLC (EWMSA), that included a private offering of 77,520 shares of our common stock, generating net proceeds of $1.0 million.

As a part of the EWMSA, the Company also issued a warrant for the purchase of an additional 135,300 shares of our common stock for $15.00 per share.

The warrant has a five (5) year exercise term.

Net proceeds for the issuance of the warrant generated $1.0 million, which was paid by a $950,000 reduction in accounts payable and $50,000 in cash.

During the year, we received proceeds of approximately $0.6 million from the issuance of stock options, that was offset by repurchases of the Company's common stock of approximately $1.2 million.

Cash used in financing activities of $6.6 million for the year ended December 31, 2024, were the result of credit facility proceeds of approximately $46.4 million from our IPSA (as defined below) revolving credit facility with Alterna Capital Solutions, LLC., offset by repayments of $52.9 million and equipment loan repayments of approximately $71,000.

On October 30, 2024, the Company's subsidiary, BK Technologies, Inc.

entered into a Revolving Loan Commitment (“RLC”) with Fifth Third Bank, National Association, (“Fifth Third”) The Fifth Third RLC provides for a one-year revolving line of credit with a maximum commitment of $6 million, with an accordion feature, if certain conditions are met, for up to an additional $4 million of borrowing capacity, totaling a maximum commitment of $10 million.

Each advance shall accrue interest on the outstanding principal amount thereof at a rate of SOFR plus 2.5% per annum.

entered into a Revolving Loan Commitment (as amended, the “RLC”) with Fifth Third Bank, National Association (“Fifth Third”) The Fifth Third RLC previously provided for a one-year revolving line of credit with a maximum commitment of $6 million, with an accordion feature, if certain conditions are met, for up to an additional $4 million of borrowing capacity, totaling a maximum commitment of $10 million.

On October 30, 2025, the subsidiary entered into an amendment to the RLC, which provided for a three-year extension of the agreement and revised the availability under the $6 million RLC, if certain conditions are met, to increase the accordion feature for a maximum commitment of $14 million, among other things.

Each advance shall accrue interest on the outstanding principal amount thereof at a range of SOFR plus 1.75% to 2.25% per annum, based on certain total debt coverage ratios.

Each advance may be prepaid at any time without penalty and the entire line of credit commitment may be permanently terminated by BK Technologies, Inc.

at any time upon 10 days’ prior written notice to the lender without penalty.

The RLC has a borrowing base equal to the sum of (i) 80% of eligible commercial accounts receivable, plus (ii) 50% of federal government accounts receivable, plus (iii) the lesser of (a) the sum of (i) and (ii) and (b) 50% of eligible finished goods inventory.

The Company has not utilized funding and there were no borrowings under the RLC agreement as of December 31, 2024, and as of the date of filing this report.

BK Technologies, Inc.'s repayment obligations under the RLC are guaranteed by the Company and Relm Communications, Inc.

and secured by a pledge of essentially all of the assets of the Company, BK Technologies, Inc.

and Relm Communications, Inc.

The loan parties are subject to customary negative covenants, including with respect to their ability to incur additional indebtedness, encumber and dispose of their assets and enter into affiliate transactions.

There were no borrowings under the RLC agreement as of December 31, 2025, and as of the date of filing this report.

BK Technologies, Inc.'s repayment obligations under the RLC are guaranteed by the Company and are secured by a pledge of essentially all of the assets of the Company and BK Technologies, Inc.

BK Technologies Inc.

and the Company are subject to customary negative covenants, including with respect to their ability to incur additional indebtedness, encumber and dispose of their assets and enter into affiliate transactions.

BK Technologies, Inc.

must also comply with:

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(ii) a fixed charge coverage ratio of 1.2 to 1.0 as measured on a rolling twelve-month basis, each measured at the end of each fiscal quarter;

and (iii) a requirement that the outstanding principal balance under the credit facility will be $0 for at least 30 consecutive days during each annual period ending on October 30.

The Fifth Third RLC agreement provided for customary events of default, including:

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and (7) certain events of bankruptcy or insolvency.

Upon the occurrence of an event of default, Fifth Third Bank may declare the entire unpaid balance immediately due and payable and/or exercise any and all remedial and other rights under the RLC agreement.

Upon the occurrence of an event of default, Fifth Third may declare the entire unpaid balance immediately due and payable and/or exercise any and all remedial and other rights under the RLC agreement.

On November 22, 2022, the Company’s subsidiaries (BK Technologies, Inc.

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The IPSA was paid in full in September 2024 and terminated in October 2024.

On April 6, 2021, BK Technologies, Inc., a wholly owned subsidiary of BK Technologies Corporation, and JP Morgan Chase Bank, N.A.

(JPMC), as a lender, entered into a Master Loan Agreement in the amount of $743,000 to finance various items of manufacturing equipment (the “JPMC Credit Agreement”).

This note payable was paid in full on June 27, 2023.

On September 25, 2019, BK Technologies, Inc., a wholly owned subsidiary of BK Technologies Corporation, and U.S.

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This note payable was paid in full on June 24, 2024.

For additional information regarding the Company’s debt, see Note 6 of the accompanying consolidated financial statements.

Our cash and cash equivalents balance at December 31, 2025, was approximately $22.8 million.

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We may, depending on a variety of factors, including market conditions for capital raises, the trading price of our common stock and opportunities for uses of any proceeds, engage in public or private offerings of equity or debt securities to increase our capital resources.

However, financial and economic conditions, including those resulting from supply chain delays or interruptions, labor shortages, wage pressures, rising inflation, geopolitical events, and other force majeure events, could limit our access to credit and impair our ability to raise capital, if needed, on acceptable terms or at all.

However, financial and economic conditions, including those resulting from supply chain delays or interruptions, labor shortages, wage pressures, inflation, tariffs and other trade barriers and restrictions, geopolitical events, and other force majeure events, could limit our access to credit and impair our ability to raise capital, if needed, on acceptable terms or at all.

We also face other risks that could impact our business, liquidity, and financial condition.

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The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures.

In November 2023, the FASB issued Accounting Standards Update (ASU) 2023-07 Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses.

The new standard became effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

The Company evaluated the requirements of ASU 2023-07 and determined that there is only one reportable segment:

Land Mobile Radio (LMR) Products and Solutions and included required disclosures in Note 1 to the consolidated financial statements.

In December 2023, the Financial Accounting Standards Board (“FASB") issued Accounting Standards Update (“ASU") 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures, which expands the disclosures required for income taxes.

This ASU is effective for fiscal years beginning after December 15, 2024, with early adoption permitted.

The amendment should be applied on a prospective basis while retrospective application is permitted.

The Company has adopted the ASU on a prospective basis and has made the applicable disclosure, as required, in its Annual Report Form 10-K for the year ended December 31, 2025.

The adoption of ASU 2023-09 did not have a material effect on its consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses, an accounting standard update to improve income statement expenses disclosures.

The standard requires more detailed information related to the types of expenses, including (among other items) the amounts of purchases of inventory, employee compensation, depreciation and intangible asset amortization included within each interim and annual income statement’s expense caption, as applicable.

This authoritative guidance can be applied prospectively or retrospectively and will be effective for fiscal years beginning after December 15, 2026, with early adoption permitted.

The Company does not expect the adoption of ASU 2024-03 to have a material effect on its consolidated financial statements.

Critical Accounting Policies and Estimates

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Revenue Recognition

The Company recognizes revenues in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers” and the additional related ASUs (“ASC 606”).

The Company recognizes revenues in accordance with FASB ASU 2014-09, “Revenue from Contracts with Customers” and the additional related ASUs (“ASC 606”).

ASC 606 provides that sales revenue is recognized when control of the promised goods or services is transferred to customers at an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity